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Broker-Dealer Registration Packet (FINRA Members Only) - Pennsylvania
| Broker-Dealer Registration Packet (FINRA Members Only) Form. This is a Pennsylvania form and can be used in Securities Blue Sky Department Of State . |
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BROKER EAL R B R-D LER REGI RAT N PA KET R ISTR TION ACK T (F RA MEM ERS ON ) FINR M MBE S NLY) American LegalNet, Inc. www.FormsWorkFlow.com DEPARTMENT OF BANKING AND SECURITIES 17 N. SECOND STREET MARKET SQUARE PLAZA, SUITE 1300 HARRISBURG, PA 17101 Filing Requirements: 3/15/2013 PENNSYLVANIA BROKER-DEALER REGISTRATION REQUIREMENTS (FINRA MEMBERS ONLY) Contact: Robyn L. Galloway (717) 783-4211 . GENERAL INSTRUCTIONS & FILING REQUIREMENTS: Any FINRA member firm desiring registration in the Commonwealth of Pennsylvania must file the following directly with the CRD System: 1. Amend Form BD in the BD-Jurisdictions Section to identify Pennsylvania as an initial state registration. $500.00 Pennsylvania Broker-Dealer Filing Fee (Checks or money orders must be made payable to the "FINRA".) Transactions with Pennsylvania residents can only be effected by registered agents. This would include all officers or principals of the firm acting in the capacity of agents for the firm. FINRA member firms must file Form U-4 and appropriate fees with the CRD on behalf of each proposed agent. When applying for registration in Pennsylvania (through the CRD), the following additional items must be filed with the Department of Banking and Securities ("Department"): 2. 3. Page 2 of 30 American LegalNet, Inc. www.FormsWorkFlow.com 4. Applicant's minimum net capital requirement under U.S. Securities and Exchange Commission Net Capital Rule 15c3-1. Do you plan to perform investment advisory activity in Pennsylvania [Affirmative response to Form BD item 12(s)] as part of your broker-dealer registration? If the response is negative, submit an undertaking, signed by an officer of the Applicant, stating that the Applicant will not engage in investment advisory activity in Pennsylvania. 5. SUPPLEMENTAL INSTRUCTIONS: 6. In the event your filing contains deficiencies, you will receive a letter identifying such deficiencies with a request that appropriate information be filed with this agency within 60 days from receipt of the letter. 64 Pa. Code §303.041(b) (copy enclosed) requires notification if net capital falls below minimum requirements. immediate 7. 8. THE FILING OF THE APPROPRIATE FORMS AND FEES WITH FINRA DOES NOT CONSTITUTE AN AUTOMATIC REGISTRATION IN PENNSYLVANIA. A FINRA MEMBER FIRM SHOULD NOT CONSIDER ITSELF REGISTERED IN PENNSYLVANIA UNTIL NOTIFIED OF THE EFFECTIVE DATE OF REGISTRATION. The annual renewal date is December 31 of each year. All FINRA member firms will be billed directly by the CRD for the renewal of brokerdealer and agent registrations. 9. Page 3 of 30 American LegalNet, Inc. www.FormsWorkFlow.com ENCLOSURES: Pa. Securities Act of 1972 Section 102(c). Definition of Agent Section 102(e). Definition of Broker-Dealer Section 301. Registration Requirement Section 302. Exemptions 64 Pa. Code §303.011 §303.013 §303.031 §303.041 §304.011 §304.021 §305.019 §604.020 Broker-Dealer registration procedures Agent registration procedures Examination requirement for agents Broker-Dealer capital requirements Broker-Dealer required records Broker-Dealer required financial reports Dishonest and unethical practices Broker-dealers, investment advisers, broker-dealer agents and investment adviser representatives using the Internet for general dissemination of information on products and services statement of policy Page 4 of 30 American LegalNet, Inc. www.FormsWorkFlow.com Section 102. (c) "Agent" means any individual, other than a broker-dealer, who represents a broker-dealer or issuer in effecting or attempting to effect purchases or sales of securities. "Agent" does not include: (i) an individual who represents an issuer in effecting transactions in securities exempted by section 202, transactions exempted by section 203 or transactions in a covered security described in sections 18(b)(3) and (4)(D) of the Securities Act of 1933 (48 Stat. 74, 15 U.S.C. § 77r) if no compensation is paid or given directly or indirectly for soliciting any person in this State in connection with any of the foregoing transactions; (ii) an individual who represents a broker-dealer in effecting transactions in this State, which transactions are limited to those described in section 15(h)(2) of the Securities Exchange Act of 1934 (48 Stat. 881, 15 U.S.C. §78o(h)(2)); and (iii) an individual who has no place of business in this State if he effects transactions in this State exclusively with brokerdealers. Except where representing an issuer in effecting transactions in securities registered under section 205 or 206, a bona fide officer, director, or partner or employe of a broker-dealer or issuer, or an individual occupying a similar status or performing similar functions, is an agent only if he otherwise comes within this definition and receives compensation directly or indirectly related to purchases or sales of securities. ((c) amended Nov. 24, 1998, P.L.829, No.109) Page 5 of 30 American LegalNet, Inc. www.FormsWorkFlow.com Section 102. (e) "Broker-dealer" means any person engaged in the business of effecting transactions in securities for the account of others or for his own account. "Broker-dealer" does not include: (i) An agent; (ii) An issuer; (iii) A bank which meets the exceptions from the definition of "broker" under section 3(a)(4)(B) or (E) or the definition of "dealer" under section 3(a)(5)(B) or (C) of the Securities Exchange Act of 1934 (48 Stat. 881, 15 U.S.C. § 78c(a)(4)(B) or (E) or (5)(B) or (C)); (iv) An executor, administrator, guardian, conservator or pledgee; (v) A person who has no place of business in this State if he effects transactions in this State exclusively with or through (A) the issuers of the securities involved in the transactions, (B) broker-dealers or institutional investors; (vi) A person licensed as a real estate broker or agent under the act of February 19, 1980 (P.L.15, No.9), known as the Real Estate Licensing and Registration Act, and whose transactions in securities are isolated transactions incidental to that business; or (vii) Other persons not within the intent of this subsection whom the commission by regulation designates. ((e) amended Nov. 23, 2004, P.L.930, No.132) Page 6 of 30 American LegalNet, Inc. www.FormsWorkFlow.com Section 301. Registration Requirement.--Unless exempted under section 302 hereof: (a) It is unlawful for any person to transact business in this State as a broker-dealer or agent unless he is registered under this act. (b) It is unlawful for any b
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